Code No. 1662
June 6, 2017
Hideichi Okada, President
Japan Petroleum Exploration Co., Ltd. (JAPEX)
1-7-12 Marunouchi, Chiyoda-ku, Tokyo
To All Shareholders:

Notification of the Convocation to
the 47th Ordinary General Meeting of the Shareholders
The 47th Ordinary General Meeting of the Shareholders of Japan Petroleum Exploration Co., Ltd. (hereinafterreferred to as the “JAPEX”) will be held according to the details below, and we kindly ask for your attendance.
If you are unable to attend the meeting, you may exercise your voting rights through a written document (Voting
Rights Exercise Form) or by electronic means (via the Internet). Please read the attached “Reference Documents
for Shareholders Meeting,” and exercise your voting rights after referring to “4. Guidance on the Exercise of
Voting Rights” on the following page, prior to 5:35 p.m., Tuesday, June 27, 2017.
Thank you very much for your attention and cooperation.
Details:
1. Date and Time:
2. Location:
3. Agenda:
Announcements:

10:00 a.m., June 28, 2017 (Wednesday)
Station Conference Tokyo “Sapia Hall” (Sapia Tower 5F)
1-7-12 Marunouchi, Chiyoda-ku, Tokyo
1) Business report and consolidated financial report of the 47th Term (from April 1,2016 to March 31, 2017), and audit reports from the accounting auditor and Boardof Corporate Auditors on the consolidated financial report2) Financial report of the 47th Term (from April 1, 2016 to March 31, 2017)

Resolution items:
Item 1:
Appropriation of Surplus
Item 2:
Election of Fourteen (14) Directors
Item 3:
Election of Two (2) Corporate Auditors
Item 4:
Payment of Bonuses to Directors and Corporate Auditors
Item 5:
Renewal of the Measures to Prevent Large-scale Acquisition of Our Company Shares(Takeover Defense Measures)

NOTE: This document is an abridged translation of the Japanese “Notification of the Convocation to the 47th
Ordinary General Meeting of the Shareholders” “Reference Documents for Shareholders Meeting” and“Financial Report” of JAPEX. This translation is intended for reference and convenience purposes only. In theevent of any discrepancy between this translation and the Japanese original, the original shall prevail. JAPEX
does not guarantee the accuracy and/or the completeness of this translation and shall have no liability for any
errors or omissions therein.

1

4. Guidance on the Exercise of Voting Rights[Exercise of Voting Rights in Writing (Voting Rights Exercise Form)]
Please indicate your approval or disapproval of each proposition on the enclosed Voting Rights Exercise
Form and then send it back so that it reaches us no later than 5:35 p.m., Tuesday, June 27, 2017.
[Exercise of Voting Rights by Electronic Means (via the Internet)](1) To exercise your voting rights via the Internet, you must use the following voting service website(http://www.it-soukai.com/) designated by the Company. You are cordially requested to exercise yourvoting rights via the Internet prior to 5:35 p.m., Tuesday, June 27, 2017.
(2) Please register your approval or disapproval of each proposition, by using the code and password provided
on your Voting Rights Exercise Form enclosed herewith and following the directions on the screen. Pleasecheck the “Guidance on the Exercise of Voting Rights via the Internet” shown on page 33 of this notice forthe details.
[Treatment of Voting Rights Exercised Repeatedly](1) If you exercise your voting rights both in writing and via the Internet, we will only accept the exercise ofyour voting rights via the Internet as valid.
(2) If you exercise your voting rights more than once via the Internet, we will only accept the last exercise ofyour voting rights as valid.
END*Upon your arrival at the Ordinary General Meeting of Shareholders, please submit the enclosed Voting Rights Exercise Formto the venue reception. Thank you.
*The following matters are not described in the Reference Documents of this Notification since they are posted on the JAPEX
website (http://www.japex.co.jp/) in accordance with laws and regulations and with Article 17 of the Company’s Articles ofIncorporation.
1) “(4) State of Accounting Auditor,” “(5) System to Ensure Proper Business Operations and the State of Its Operation,” and“(6) Basic Policy on Control of the Company” included in “2. Current State of the Company” of the business report
2) “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” of the consolidated
financial report
3) “Statement of Changes in Equity” and “Notes to Financial Statements” of the financial report
The business report, consolidated financial report and financial report audited by Corporate Auditors comprise the business
report, consolidated financial report and financial report, which are attached to this Notification, as well as the items 1) to 3)
above, which are posted on the JAPEX website.
The consolidated financial report and financial report audited by the Accounting Auditor comprise the consolidated
financial report and financial report, which are attached to this Notification, as well as the items 2) and 3) above, which areposted on the JAPEX website.
*In case the Reference Documents for Shareholders Meeting, or business report, financial report or consolidated financial
report is modified, such modification shall be posted on the JAPEX website. (http://www.japex.co.jp/)2Reference Documents for Shareholders’ Meeting
Item 1: Appropriation of Surplus
JAPEX employs the basic policy of long-term, stable distribution of dividends, comprehensively taking
into account the profit or loss situation of each fiscal period and funding needs in the future, etc., in the light ofstrengthening our financial basis, as well as considering the retained earnings for investment in new oil andgas reserves inside and outside Japan and the improvement and expansion of supply infrastructure, etc.
The year-end dividends for the 47th term will be as follows:
Details Concerning the Year-End Dividends(1) Type of dividend property: Money(2) Distribution and total amount of dividend property:
10 yen per share of common stock
Total amount of dividends: 571,526,370 yen(3) Effective date of distribution of surplus: June 29, 2017
Item 2: Election of Fourteen (14) Directors
Upon closing of this general meeting of shareholders, the terms of office of all Directors Osamu Watanabe,
Hideichi Okada, Shoichi Ishii, Kiyoshi Ogino, Nobuyuki Ogura, Kazuo Nakayama, Hikaru Fukasawa,
Yosuke Higai, Yasuhiro Masui, Kazuhiko Ozeki, Takahisa Inoue, Hajime Ito, Hirotaka Tanaka, Yoriko
Kawaguchi, Akira Kojima, and Tetsuo Ito will expire. We kindly ask our shareholders to elect fourteen (14)Directors, decreasing by two (2) Directors in order to streamline the management structure.
The candidates for Director are as listed below:
JAPEX
Name
Brief history, Position and responsibilities in JAPEX or
CandidatesharesNo.
(Date of birth)
Significant positions concurrently held
owned
April 1964 Joined Ministry of International Trade and Industry(hereinafter referred to as the “MITI”)
July 1997
Vice Minister of International Trade and Industry
July 2002
Chairman at Japan External Trade Organization
Osamu Watanabe June 2007
Executive Vice President at JAPEX
30,500(December 6, 1940)
June 2008
President
sharesJune 2016
Chairman (up to the present date)Renominated<Significant positions concurrently held>
Director at Canada Oil Sands Co., Ltd.
Director at JAPEX Offshore, Ltd.
1Chairman at JAPEX Montney Ltd.
[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2017]14 out of 14 meetings (100%)[Reasons for nomination as a candidate for Director]
In addition to having distinguished insights through extensive administrative experience including
energy administration in government positions, etc., Osamu Watanabe has held the positions of
Executive Vice President and President at JAPEX in the period between 2007 and 2016, significantly
contributing to the Group’s business development. Since assuming the position of Chairman, he has
appropriately provided management guidance from a broader perspective; therefore, we havecontinuously nominated him as a candidate for Director.

3Candidate
No.

Name
(Date of birth)

Brief history, Position and responsibilities in JAPEX or
Significant positions concurrently held
April 1976
July 2010

2

3

JAPEX
sharesowned

Joined MITI
Vice-Minister for International Affairs, Ministry of
Economy, Trade and Industry (hereinafter referred to as
the “METI”)
Hideichi Okada
Senior Executive Vice President at NEC Corporation
500(October 15, 1951) July 2014
June 2016
President at JAPEX (up to the present date)sharesRenominated<Significant positions concurrently held>
President at JAPEX Offshore, Ltd.
President at JAPEX Garraf Ltd.
Outside Director at The Yokohama Rubber Co., Ltd.
[Attendance at the Board of Directors meetings held in the period between his appointment on June 24,2016 and March 31, 2017]
9 out of 11 meetings (81%)[Reasons for nomination as a candidate for Director]
Hideichi Okada has distinguished insights through extensive administrative experience including
energy administration in government positions and a management career in other private sectors. In
addition, since assuming the position of President in 2016, he has helmed the Group’s businessdevelopment amid the tough business environment; therefore, we have continuously nominated him as a
candidate for Director.
April 1973 Joined JAPEX
June 1999
General Manager of Corporate Planning Dept.
June 2003
Director, General Manager of Corporate Planning Dept.
June 2005
Managing Executive Officer, General Manager ofNagaoka Division Office
June 2006
Managing Director, General Manager of Nagaoka
Division Office
Shoichi Ishii
Managing Director
8,400(September 23, 1949) June 2007
June 2011
Senior Managing Director
sharesRenominatedNov. 2012 Senior Managing Director, President of Soma Project
Division
June 2014
Executive Vice President, President of Soma Project
Division (up to the present date)<Significant position concurrently held>
President and Chief Executive Officer at Fukushima Gas
Power Co., Ltd.
[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2017]14 out of 14 meetings (100%)[Reasons for nomination as a candidate for Director]
Shoichi Ishii has extensive experience in and knowledge of operations in the areas of our finance &accounting and corporate strategy divisions. Currently serving as Executive Vice President, he has
assisted the President in the administrative division in general. In addition, as the person in charge of theGas Pipeline Transportation Dept. and President of the Soma Project Division, he has significantly
contributed to appropriate administration and management of JAPEX as well as the Group’s businessdevelopment; therefore, we have continuously nominated him as a candidate for Director.

4Candidate
No.

Name
(Date of birth)

Brief history, Position and responsibilities in JAPEX or
Significant positions concurrently held
April 1979
Sep. 2004

4

JAPEX
sharesowned

Joined JAPEX
General Manager of Domestic Exploration Dept.,
Exploration Division
June 2009
Executive Officer, Advisor to President of Exploration
Division
March 2010 Executive Officer, General Manager of Nagaoka District
OfficeJune 2011
Executive Officer, General Manager of Nagaoka District
Office, Domestic Project Division
Hikaru Fukasawa
Managing Director, General Manager of Nagaoka
3,000(December 21, 1954) June 2012
District Office, Domestic Project Division
sharesRenominatedJune 2014
Managing Director, Vice President of Domestic Project
Division and Vice President of Soma Project Division
June 2015
Senior Managing Director, President of Domestic Project
Division and Vice President of Soma Project Division
June 2016
Senior Managing Director, Vice President of Soma
Project Division
April 2017 Senior Managing Director, President of Inter-regional
Gas Supply Division and Vice President of Soma Project
Division (up to the present date)[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2017]14 out of 14 meetings (100%)[Reasons for nomination as a candidate for Director]
In addition to specializing in the exploration of oil and natural gas, Hikaru Fukasawa has extensive
experience in and knowledge of our domestic and overseas project divisions. Currently serving as
Senior Managing Director, President of the Inter-regional Gas Supply Division and Vice President of theSoma Project Division, he has significantly contributed to the Group’s business development; therefore,
we have continuously nominated him as a candidate for Director.

5Candidate
No.

Name
(Date of birth)

Brief history, Position and responsibilities in JAPEX or
Significant positions concurrently held
April 1978
Sep. 2003
June 2007
June 2009

5

6

JAPEX
sharesowned

Joined JAPEX
General Manager of Procurement Dept.
General Manager of Administration Dept.
Executive Officer, General Manager of Administration
Dept.
June 2010
Executive Officer
June 2012Managing Executive Officer
June 2013
Managing Director
Yosuke Higai
June 2015
Managing Director, President of Marketing & Sales
4,200(April 9, 1955)
Division and Vice President of Soma Project Division
sharesRenominatedJune 2016
Senior Managing Director, President of Marketing &Sales Division and Vice President of Soma Project
Division (up to the present date)<Significant positions concurrently held>
Director at Japex Energy Co., Ltd.
Director at TOHOKU NATURAL GAS Co., Inc.
Director at Kitakyushu LNG Sales and Lorry Transport
Corp.
[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2017]14 out of 14 meetings (100%)[Reasons for nomination as a candidate for Director]
Yosuke Higai has extensive experience in and knowledge of operations in the areas of our procurement,
administration, and marketing & sales divisions. Currently serving as Senior Managing Director in
charge of the Secretary Office and Procurement Dept., President of the Marketing & Sales Division andVice President of the Soma Project Division, he has significantly contributed to appropriate
administration and management of JAPEX as well as the Group’s business development; therefore, wehave continuously nominated him as a candidate for Director.
April 1979 Joined JAPEX
Dec. 2005
General Manager of Overseas Exploration Dept.,
Exploration Division
June 2010
Executive Officer, Vice President of Exploration
Division
Executive Officer, Vice President of Americas & Russia
Yasuhiro Masui June 2011
Project Division
1,800(January 26, 1956)
June 2013
Managing Executive Officer, Vice President of Americas shares
Renominated& Russia Project Division
June 2015
Managing Director, President of Americas & Russia
Project Division (up to the present date)<Significant positions concurrently held>
President at JAPEX Montney Ltd.
Director at Sakhalin Oil and Gas Development Co., Ltd.
[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2017]14 out of 14 meetings (100%)[Reasons for nomination as a candidate for Director]
In addition to specializing in the exploration of oil and natural gas, Yasuhiro Masui has extensive
experience in and knowledge of our domestic and overseas project divisions. Currently serving as
Managing Director and President of the Americas & Russia Project Division, he has significantly
contributed to the Group’s business development; therefore, we have continuously nominated him as a
candidate for Director.

6

Candidate
No.

Name
(Date of birth)

Brief history, Position and responsibilities in JAPEX or
Significant positions concurrently held
April 1980
June 2005

7

8

JAPEX
sharesowned

Joined JAPEX
General Manager of Iraq Project Dept., International Oil& Gas DivisionFeb. 2010
Vice President of Iraq Project Division
June 2010
Executive Officer, Vice President of Iraq Project Division
June 2011
Executive Officer, Advisor to President of Middle East,
Kazuhiko Ozeki
Africa & Europe Project Division
2,300(January 19, 1957)
June 2013
Managing Executive Officer, Advisor to President ofsharesMiddle East, Africa & Europe Project Division
RenominatedAug. 2013 Managing Executive Officer, Vice President of Middle
East, Africa & Europe Project Division
Jan. 2014
Managing Executive Officer
June 2015
Managing Director, President of Environment andInnovative Technology Projects Division
June 2016
Managing Director (up to the present date)[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2017]14 out of 14 meetings (100%)[Reasons for nomination as a candidate for Director]
Kazuhiko Ozeki has extensive experience in and knowledge of operations in the areas of our overseas
project, and environment and innovative technology projects divisions. Currently serving as Managing
Director in charge of the Corporate Strategy Dept., Media & Investor Relations Dept. and Business
Solution Office, he has significantly contributed to appropriate administration and management of
JAPEX; therefore, we have continuously nominated him as a candidate for Director.
April 1980 Joined JAPEXMarch 2009 General Manager of Operations Dept., Development
Division
July 2010
Vice President of Development Division
June 2011
Executive Officer, General Manager of Hokkaido District
Office, Domestic Project Division
Takahisa Inoue June 2014
Managing Executive Officer, General Manager of
1,700(April 18, 1955)
Hokkaido District Office, Domestic Project Division
sharesJune 2015
Managing Executive Officer, Vice President of Domestic
RenominatedProject Division
June 2016
Managing Director, President of Domestic Project
Division and Vice President of Soma Project Division(up to the present date)<Significant position concurrently held>
Director at JAPEX Offshore, Ltd.
[Attendance at the Board of Directors meetings held in the period between his appointment on June 24,2016 and March 31, 2017]11 out of 11 meetings (100%)[Reasons for nomination as a candidate for Director]
In addition to specializing in oil and gas field development and production and operations managementin Japan and overseas, Takahisa Inoue has extensive experience in and knowledge of our domestic
project division. Currently serving as the Managing Director, President of the Domestic Project Division
and Vice President of the Soma Project Division, he has significantly contributed to the Group’sbusiness development; therefore, we have continuously nominated him as a candidate for Director.

7

Candidate
No.

Name
(Date of birth)

Brief history, Position and responsibilities in JAPEX or
Significant positions concurrently held
April 1980
July 2006
Oct. 2010
June 2012

9

10

11

JAPEX
sharesowned

Joined MITI
Deputy Director-General, METI
Advisor to President at JAPEX
Executive Officer, Vice President of Americas & Russia
Hajime Ito
Project Division
800(May 27, 1957)
June 2015
Managing Executive Officer, Vice President of Americas
shares& Russia Project Division
RenominatedJune 2016
Managing Director, Vice President of Americas & Russia
Project Division (up to the present date)<Significant position concurrently held>
Director at Canada Oil Sands Co., Ltd.
[Attendance at the Board of Directors meetings held in the period between his appointment on June 24,2016 and March 31, 2017]10 out of 11 meetings (90%)[Reasons for nomination as a candidate for Director]
Hajime Ito has international experience in government positions, as well as extensive experience andknowledge of energy administration in government offices and our overseas project divisions. Currently
serving as Managing Director, Vice President of the Americas & Russia Project Division and Advisor to
the President of the Canada Oil Sands Project Dept., he has significantly contributed to the Group’sbusiness development; therefore, we have continuously nominated him as a candidate for Director.
April 1978 Joined JAPEX
Feb. 2009
General Manager of Kangean Project Dept.
June 2012
Executive Officer
Oct. 2013
Executive Officer, Vice President of Asia & Oceania
Project Division
Hirotaka Tanaka
Managing Executive Officer, Vice President of Asia &1,400(March 19, 1955) June 2015
Oceania Project Division
sharesRenominatedJune 2016
Managing Director, President of Asia & Oceania Project
Division
Sep. 2016
Managing Director (up to the present date)<Significant position concurrently held>
President at Kangean Energy Indonesia Ltd.
[Attendance at the Board of Directors meetings held in the period between his appointment on June 24,2016 and March 31, 2017]10 out of 11 meetings (90%)[Reasons for nomination as a candidate for Director]
In addition to specializing in drilling technology in the oil and mining industries, Hirotaka Tanaka has
extensive experience in and knowledge of our overseas project divisions. Currently serving as Managing
Director and President at Kangean Energy Indonesia Ltd., he has significantly contributed to theGroup’s business development; therefore, we have continuously nominated him as a candidate for
Director.
April 1981 Joined JAPEX
June 2005
President at Japan Canada Oil Sands Limited (up to the
Toshiyuki Hirata
present date)(January 5, 1958)
June 2012
Executive Officer at JAPEX
—
June
2015
Managing
Executive
Officer(uptothepresent
date)
Newly nominated<Significant position concurrently held>
President at Japan Canada Oil Sands Limited[Reasons for nomination as a candidate for Director]
In addition to specializing in oil and gas field development and production and operations managementin Japan and overseas, Toshiyuki Hirata has extensive experience in and knowledge of the oil sandbusiness. Currently serving as Managing Executive Officer and President of Japan Canada Oil Sands
Limited, he has significantly contributed to the Group’s business development. We expect JAPEX
management will benefit from his experience and knowledge, and have therefore newly nominated him
as a candidate for Director.

8

Candidate
No.

Name
(Date of birth)

Brief history, Position and responsibilities in JAPEX or
Significant positions concurrently held
April 1965
June 1992
Sep. 1993
July 2000

12

13

JAPEX
sharesowned

Joined MITI
Deputy Director-General of MITIManaging Director at Suntory Ltd.
Minister of State and Director-General of Environment
AgencyJan. 2001
Minister of the Environment
Feb. 2002
Minister of Foreign Affairs
Special Advisor to the Prime Minister
Yoriko Kawaguchi Sep. 2004
Member of the House of Councillors(January 14, 1941) Oct. 2005—
Nov. 2013
Adjunct Professor at Meiji Institute for Global Affairs,
RenominatedMeiji University
June 2015
Director at JAPEX (up to the present date)
April 2017 Fellow at Meiji Institute for Global Affairs, Meiji
University (up to the present date)<Significant positions concurrently held>
Fellow at Meiji Institute for Global Affairs, Meiji
University
Outside Director at Toyota Tsusho Corporation[Number of years served as Director]
Two years[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2017]13 out of 14 meetings (92%)[Reasons for nomination as a candidate for Outside Director]
Yoriko Kawaguchi has extensive experience and knowledge as Minister of State and in government
positions and the private sector, etc., as well as distinguished insights as an academic. Currently serving
as an Outside Director, she has supervised and provided wide-ranging proposals for JAPEX
management; therefore, we have continuously nominated her as a candidate for Outside Director.
April 1965 Joined Nikkei Inc.
May 1997
Director and Chief Editor at Nikkei Inc.
May 2000
Managing Director and Chief Editor at Nikkei Inc.
May 2003
Senior Managing Director at Nikkei Inc.
May 2004
Chairman at Japan Center for Economic Research
July 2009
Adjunct Professor at National Graduate Institute for
Akira Kojima
Policy Studies(July 18, 1942)—
April 2011 Member, Board of Trustees and Adjunct Professor at
RenominatedNational Graduate Institute for Policy Studies(up to the present date)June 2015
Director at JAPEX (up to the present date)<Significant positions concurrently held>
Member, Board of Trustees and Adjunct Professor at
National Graduate Institute for Policy Studies[Number of years served as Director]
Two years[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2017]14 out of 14 meetings (100%)[Reasons for nomination as a candidate for Outside Director]
Akira Kojima has extensive experience and distinguished insights gained through his career in a
newspaper company, etc. Currently serving as an Outside Director, he has supervised and provided
wide-ranging proposals for JAPEX management; therefore, we have continuously nominated him as a
candidate for Outside Director.

9Candidate
No.

Name
(Date of birth)

Brief history, Position and responsibilities in JAPEX or
Significant positions concurrently held

JAPEX
sharesowned

April 1975
June 2001

14

Appointed prosecutor
Head of Special Investigation Force, Tokyo District
Public Prosecutors OfficeJan. 2009
Deputy Prosecutor-General, Supreme Public Prosecutors
OfficeApril 2011 Recorded attorney (Daiichi Tokyo Bar Association)(up to the present date)
Tetsuo Ito(March 15, 1948) April 2011 Of Counsel at Nishimura & Asahi (up to the present date)—June 2016
Director at JAPEX (up to the present date)Renominated<Significant positions concurrently held>
Of Counsel at Nishimura & Asahi
Outside Corporate Auditor at UNIZO Holdings
Company, Limited
Outside Corporate Auditor at Takasago ThermalEngineering Co., Ltd.
Outside Corporate Auditor at Asahi Kasei Corp.
[Number of years served as Director]
One year[Attendance at the Board of Directors meetings held in the period between his appointment on June 24,2016 and March 31, 2017]
8 out of 11 meetings (72%)[Reasons for nomination as a candidate for Outside Director]
Tetsuo Ito has extensive knowledge and experience as a legal specialist and as an Outside Director at
JAPEX. Currently serving as an Outside Director, he has supervised and provided wide-ranging
proposals for JAPEX management; therefore, we have continuously nominated him as a candidate for
Outside Director.

(Notes) 1. Candidates Osamu Watanabe and Yasuhiro Masui are concurrently serving as the Chairman andPresident of JAPEX Montney Ltd., respectively. Candidate Toshiyuki Hirata is concurrently serving as
the President of Japan Canada Oil Sands Limited. JAPEX is providing debt guarantees to both of thesecompanies. Candidate Hideichi Okada is concurrently serving as the President of JAPEX Garraf Ltd.,
with which JAPEX is engaged in crude oil transactions. In addition, he is concurrently serving as the
President of JAPEX Offshore, Ltd., with which JAPEX is entrusted funds via the cash management
system. Candidate Shoichi Ishii is concurrently serving as the President of Fukushima Gas Power Co.,
Ltd., with which JAPEX has concluded an outsourcing agreement. Candidate Hirotaka Tanaka isconcurrently serving as the President of Kangean Energy Indonesia Ltd., to which JAPEX is providing
loans and debt guarantee.
No significant interest-based relationship exists between other candidates for Director and JAPEX.
2. Yoriko Kawaguchi, Akira Kojima, and Tetsuo Ito are candidates for Outside Director. These threecandidates have been registered with the Tokyo Stock Exchange as Independent Officers, pursuant to therules of the Exchange, and they are scheduled to continue to be Independent Officers, subject to theapproval of their reappointment under this proposal.
3. Tetsuo Ito has held the office of Outside Corporate Auditor at Takasago Thermal Engineering Co., Ltd.
since June 2014. In November 2014, the company and its former employees were respectively fined andgiven a suspended jail sentence for violation of the Antimonopoly Act. In addition to these sanctions, inJanuary 2015, the Ministry of Land, Infrastructure, Transport and Tourism (MLIT) ordered the company
to suspend its operations for 60 days; in October of the same year, the Japan Fair Trade Commission
issued cease and desist orders and surcharge payment orders.
Meanwhile, regarding Asahi Kasei Corp., for which he has served as Outside Corporate Auditor sinceJune 2015, its subsidiary received administrative dispositions in January 2016 by MLIT for the violationof the Construction Business Act. MLIT ordered to suspend business for 15 days and business
improvement, together with an instruction to take steps to prevent recurrence of the violation.
He was not involved in any of the above operations that were subject to reprimand and he successfully
fulfilled his duties by making opinions to prevent recurrence of a similar event.
4. The Company has concluded a limited liability agreement with Candidates Yoriko Kawaguchi, Akira
Kojima and Tetsuo Ito to limit their liability as stipulated in Article 423, Paragraph 1 of the Companies
Act. The amount of liability under the agreement is limited to the amount provided by laws andregulations. The Company is scheduled to renew this agreement with each candidate, subject to theapproval of their reappointment under this proposal.

10Item 3: Election of Two (2) Corporate Auditors
Upon closing of this general meeting of shareholders, the term of office of Corporate Auditors
Nobuaki Moritani, and Morio Ishizeki will expire. We kindly ask our shareholders to elect two (2)Corporate Auditors.
The candidates for Corporate Auditor are as listed below.
The Board of Corporate Auditors consented to this proposal.
JAPEX
Name
Brief history, Position in JAPEX or
CandidatesharesNo.
(Date of birth)
Significant positions concurrently held
owned
April 1976 Joined JAPEX
June 2002
Senior Manager of Controlling Group, Finance &Morio Ishizeki
Accounting Dept.
2,300(February 28, 1953)
June 2005
Director at JAPEX SKS Corp.
sharesRenominatedJune 2009
Full-time Corporate Auditor at JAPEX(up to the present date)[Attendance at the Board of Directors meetings held in the fiscal year ended March 31, 2017]
1 14 out of 14 meetings (100%)[Attendance at the Board of Corporate Auditors meetings held in the fiscal year ended March 31, 2017]12 out of 12 meetings (100%)[Reasons for nomination as a candidate for Corporate Auditor]
Morio Ishizeki has extensive experience in and knowledge of operations in the areas of our finance &accounting division. Since assuming the position of Corporate Auditor in 2009, he has adequately
performed his duties through auditing the execution of duties by Directors; therefore, we havecontinuously nominated him as a candidate for Corporate Auditor.
April 1979 Joined JAPEX
Feb. 2010
General Manager of Technical Dept., Iraq Project
Division
June 2011
General Manager of Iraq Project Dept., Middle East,
Africa & Europe Project Division
July 2011
Advisor to President of Middle East, Africa & Europe
Kenji Uchida
Project Division(January 12, 1957)—
June 2016
Executive Officer, Advisor to President of Middle East,
Newly nominatedAfrica & Europe Project Division and Chief of Dubai
Representative Office, Middle East, Africa & Europe
Project Division2
May 2017
Executive Officer, Advisor to President of Middle East,
Africa & Europe Project Division(up to the present date)[Reasons for nomination as a candidate for Corporate Auditor]
In addition to specializing in oil and gas field development and production and operations managementin Japan and overseas, Kenji Uchida has extensive experience in and knowledge of our overseas project
division. Currently serving as Executive Officer and Advisor to the President of the Middle East, Africa& Europe Project Division, he has significantly contributed to the Group’s business development. We
expect JAPEX audit will benefit from his experience and knowledge, and have therefore newly
nominated him as a candidate for Corporate Auditor.
(Notes) No significant interest-based relationship exists between each candidate for Corporate Auditor and JAPEX.

Item 4: Payment of Bonuses to Directors and Corporate Auditors
In view of the business performance of the fiscal year ended March 31, 2017, the Company proposes
to pay no bonus to Directors, and in consideration of the amounts paid in the past, etc., the Company
proposes to pay a total bonus amount of 4,800,000 yen to two (2) of four (4) Corporate Auditors
excluding Outside Corporate Auditors tenured during the fiscal year ended March 31, 2017.
Item5: Renewal of the Measures to Prevent Large-scale Acquisition of Our Company Shares(Takeover Defense Measures)Japan Petroleum Exploration Co., Ltd. (hereinafter the “Company” or “JAPEX”) renewed, in the
44th Ordinary General Meeting of the Shareholders, held on June 25, 2014, the “Measures to Prevent
Large-scale Acquisition of Our Company Shares (Takeover Defense Measures)” (hereinafter the11renewed measures are referred to as the “Former Plan”). The Former Plan will expire at the close of the
47th Ordinary General Meeting of the Shareholders (hereinafter the “Annual Shareholders’ Meeting”)
to be held on June 28, 2017.
Prior to expiry of the effective period of the Former Plan, JAPEX has, in our Board of Directors
Meeting held on May 12, 2017, decided to partially revise the content of the Former Plan and renew it(hereinafter the “Renewal” and the plan after the Renewal is the “Plan”) as undertakings based on thebasic policy regarding the person controlling decisions relative to policies for our finances andbusiness (refers to the policies in the provision in Article 118, Clause 3 of the Ordinance for
Enforcement of the Companies Act, hereinafter the “Basic Policy”) to prevent the controlling ofdecision of policies of our finances and business by inappropriate persons (Article 118, Clause 3 (b) (2)of the Ordinance for Enforcement of the Companies Act), subject to the approval of our shareholders at
the Annual Shareholders’ Meeting.
Therefore, we would like to request our shareholders to delegate to our Board of Directors the rightto determine the matters related to the “allotment of share options without contribution” pursuant to theprocedure mentioned in the following Item 2 “Details of the Proposal” in accordance with Article 12 of
the Articles of Incorporation of our company.
1. Cause of the Proposal(1) Basic Policy Regarding the Person Controlling Decisions Relative to Policies for Our Finances andBusiness
JAPEX considers that the person controlling our financial and business policy decisions should
fully understand the content of our finances and business and the source of our corporate value, and iseligible to ensure and improve the corporate value and consequently, the common interest of theshareholders in a continuing, sustainable manner.
JAPEX believes the decision on an acquisition proposal with which is associated the transfer ofcorporate control should ultimately be made based on the general decision of our shareholders.
Furthermore, JAPEX does not disapprove of large-scale share acquisition that contributes to our
corporate value and consequently the common interest of the shareholders.
Nevertheless, among large-scale share acquisitions, there are many that do not contribute to thecorporate value and the common interest of the shareholders, in the light of their purpose, including
such that cause a clear infringement on the corporate value and the common interest of theshareholders, such that has the risk of a de facto coercion against the shareholders to sell their shares,
such that does not provide sufficient time and/or information for the Board of Directors and theshareholders consideration of the content of the large-scale share acquisition or for the Board of
Directors to propose an alternative plan, and such that require consultation and negotiation with theacquirer to draw out a more favorable condition than the conditions presented from the acquirer.
The large-scale share acquirer should understand the source of our corporate value not to mention
the content of JAPEX’s finances and business, and unless he or she ensures and improves them for the
medium-and-long term, our corporate value, and consequently the common interest of theshareholders will be damaged.
JAPEX considers such a large-scale acquirer that does not contribute to our corporate value and thecommon interest of our shareholders inappropriate as the controlling person to determine the policies
of our finances and business, and thus consider necessary to protect our corporate value andconsequently the common interest of our shareholders by taking essential and substantial measuresagainst such attempts.
(2) Purpose of the Renewal
The Plan shall be renewed according to the Basic Policy described above (1) for the purpose of
ensuring and improving our corporate value and the common interests of our shareholders.
The Board of Directors, as set forth in the Basic Policy, considers a person who performs thelarge-scale acquisition of JAPEX share certificates, etc., without contributing to our corporate value
and/or the common interests of our shareholders inappropriate for making financial and business
policy decisions regarding the Company. The Plan aims to prevent the control of our financial andbusiness policies by such inappropriate persons and deter large-scale acquisition that is detrimental to
our corporate value and/or the common interests of our shareholders. At the same time, the Plan shall12allow the Company’s Board of Directors to ensure the necessary information and time required topropose an alternative plan to our shareholders or for our shareholders to sufficiently judge whether
such a large-scale acquisition of JAPEX share certificates, etc., is acceptable and/or allow negotiationand other measures to be taken on behalf of our shareholders.

132. Content of the Plan
(1) Overview of the Plan
The Plan determines the necessary procedure for achieving the aforementioned purpose, such as
demanding the prior provision of information from the acquirer, upon the emergence of a person who
intends to acquire 20% or more of JAPEX share certificates, etc.
In case the decision of not implementing the Plan has been made by the Board of Directors based on
the procedures of the Plan, the acquirer shall be authorized to make a large-scale acquisition of JAPEX
share certificates, etc., only after such a board decision.
In case the acquirer does not comply with the procedure set forth in the Plan or the intended
large-scale acquisition of JAPEX share certificates, etc., has a risk of impairing our corporate value
and/or the common interest of our shareholders and if the predetermined requirements for the
implementation of the Plan are satisfied, JAPEX shall allot share options with exercise conditions inwhich the exercise of rights by the acquirer is, in principle, impermissible or with acquisition clauses
where JAPEX may, in principle, acquire share options from persons other than the acquirer inexchange for JAPEX shares to all shareholders excluding JAPEX at that point of time, through anallotment of share options without contribution.
In the event that the allotment of share options without contribution is executed according to thePlan, and associated by its execution or acquisition by JAPEX, when JAPEX shares are issued to allshareholders except for the acquirer, the percentage of voting rights the acquirer holds may be diluted
up to a maximum of approximately 50%.
With regard to the decision whether to implement or not implement the allotment of share options
without contribution, or to acquire, according to the Plan, in order to eliminate the arbitrary decision of
the Board of Directors, it shall undergo the objective decision of the Independent Committee
constituted only of Outside Director etc., who are independent from the Company’s Board of
Directors pursuant to the Independent Committee Provision. Moreover, in any of the predeterminedcases in the Plan, the Board of Directors may convoke a general meeting of the shareholders to
confirm the decision of the shareholders concerning the implementation of the allotment of shareoptions without contribution.
We aim to ensure transparency of the process of these procedures through the timely disclosure of
appropriate information to our shareholders.
(2) Procedure for the Implementation of the Plan(a) Share purchases that are the subject of the Plan’s application
The Plan shall be applied when a purchase or other acquisition of JAPEX share certificates, etc.,that falls under 1) or 2) described subsequently or a similar act (including any proposal thereof) is
pursued (excluding those on which the Board of Directors has otherwise approved of not applying
the Plan); hereinafter the “Acquisition(s)”).
1) Share purchase or other acquisition with an ownership ratio1 of 20% or more of the holder2 withregard to share certificates, etc.,3 issued by JAPEX.
2) Tender offers4 with a total ownership ratio5 of 20% or more of the persons pursuing tender offers
and their special associated persons6 with regard to share certificates, etc.,7 issued by JAPEX.
Persons who intend to perform the Acquisitions (hereinafter the “Acquirer(s)”) shall comply withthe procedures set forth in the Plan, and they must not perform the Acquisitions before theCompany’s Board of Directors passes a resolution not to implement the allotment of the shareoptions without contribution based on the Plan.
(b) Submission of the Intent Statement
The Acquirers shall, prior to the relevant Acquisitions, submit a legally binding document (onwhich the signature or the seal of the Acquirers’ representative is placed and no conditions orreservations imposed) including covenant wordings, etc., that expresses the intention to comply withthe procedure set forth in the Plan and a qualification certificate of the representative signed orsealed thereby, in a format specified by JAPEX (hereinafter collectively the “Intent Statement”) to
JAPEX. The Intent Statement shall specify the name or designation, the address or location such as
the head office and offices of the Acquirers, the governing law for incorporation, the name of therepresentative, the contact in Japan and the outline of the intended Acquisition. The language used in14the Intent Statement and the Acquisition Statement, which is set forth in the following (c), and anyother material that is submitted by the Acquirers to JAPEX or the Independent Committee must be
only Japanese.
(c) Demand for information provision towards the Acquirers
JAPEX will deliver a form of the Acquisition Statement (defined below) (including a list of
information items to be provided by the Acquirers to JAPEX) within 10 business days after
receiving the Intent Statement. The Acquirers are required to submit a written statement, which
provides the information stipulated in the following (hereinafter the “Required Information”)(hereinafter collectively the “Acquisition Statement”), to the Company’s Board of Directors in aformat specified by JAPEX.
Upon receiving the Acquisition Statement, the Company’s Board of Directors will immediately
send it to the Independent Committee (the appointment criteria of committee members, therequirements for adopting resolutions and matters for resolution are as described in the separate
document 1 “Overview of the Independent Committee Provision” and personal careers of themembers in the separate document 2 “Brief History of Independent Committee Members”).
When the Independent Committee has decided that the description on the Acquisition Statement
falls short as Required Information, JAPEX may request the Acquirer to provide additional
information, with an appropriate reply deadline. In this case, the Acquirers are required toadditionally submit such information to JAPEX by the relevant deadline.
1) Details (including names, capital relationship, financial content, business performance,compliance with laws and other regulations, details of previous trade similar to the Acquisitionof the relevant Acquirers, and the previous transactions of JAPEX share certificates, etc.) of theAcquirers, and their group (including joint shareholders8, special associated persons, and special
associated persons of the parties whose controlled incorporations9 are the Acquirers)102) Purpose, method, and content of the Acquisition (includes value and type in consideration of theAcquisition, time of Acquisition, mechanism of related trade, legality of the method of
Acquisition, and information on the feasibility of the Acquisition)
3) Price and basis of the valuation of the relevant Acquisition
4) Whether there have been agreements on JAPEX share certificates, etc. between the Acquirers
and a third party, and other communication on the Acquisition
5) Proof of funds for the Acquisition (includes the specific names of providers of the funds for theAcquisition (including the beneficial providers), procurement methods, content of related trade,etc.)6) Management policy, business plans, capital policy, and dividend policy, for JAPEX Group after
the Acquisition
7) Post-acquisition policy regarding our shareholders, employees, labor union, business partners,
customers, and other stakeholders related to JAPEX Group8) Specific information regarding the risk of infringement by the Acquirers to the laws andregulations in and out of Japan (includes the Act of Prohibition of Private Monopolization and
Maintenance of Fair Trade and foreign competition law)
9) Information regarding relationships with antisocial forces or organizations related to terrorism
10) Specific measures to prevent conflicts of interest with other shareholders of JAPEX shares11) Other information reasonably decided by the Independent Committee as necessary(d) Consideration of the content of Acquisition / Consideration of negotiation with the Acquirer or ofan alternative plan
1) Request to the Board of Directors for the submission of information
The Independent Committee shall, when the Acquisition Statement and (if applicable) the
additional information are submitted by the Acquirer, determine an appropriate reply deadline (inprinciple, 60 days maximum in view of the scale, characteristics and diversity of the JAPEXGroup) with due consideration to the time required for the collection of information and the review
and/or valuation of materials by the Board of Directors (including such examination by outside
experts, as required). The Independent Committee may also request the Board of Directors topresent its opinion (including suspension of opinion; hereinafter the same applies.) on the content
of the Acquisition proposed by the Acquirer and the supporting materials, (if available) alternative15

plans, and other information deemed necessary by the Independent Committee, as appropriate,with the appropriate reply deadline.
2) Reviews and other considerations by the Independent Committee
The Independent Committee shall, within an appropriate period (in principle, a maximum of 60days in view of the scale, characteristics and diversity of the JAPEX Group) (hereinafter the“Reviewing Period of the Independent Committee”) after the receipt of the information (including
the additional information requested) from the Acquirer and the Board of Directors (if theprovision of information has been requested to the Company’s Board of Directors as described in1) above), review the content of the Acquisition, collect information on and comparatively
investigate the management and business plans of the Acquirer and the Board of Directors, andreview the alternative plan provided by the Board of Directors.
In order to ensure that the Independent Committee makes the decision to the benefit of thecorporate value and the common interest of our shareholders, the Independent Committee may
seek advice from financial advisors, certified public accountants, lawyers, certified tax
accountants, consultants and other experts at the expense of the Company.
In addition, the Independent Committee may, directly or indirectly, consult and/or negotiatewith the Acquirer, if necessary, to improve the content of the relevant Acquisition in view of
ensuring and improving our corporate value and thus the common interest of our shareholders. The
Acquirer shall promptly respond to the direct or indirect request of the Independent Committee toprovide reviewing materials or other information, or for consultation and/or negotiation.
Furthermore, the Independent Committee may extend the Reviewing Period of the Independent
Committee, within a reasonable range (however, the total extendable period shall, in principle, be
up to 30 days at a maximum) required for the reviewing of the content of the Acquisition by the
Acquirer, for the consideration of the alternative plan, and for consultation and/or negotiation with
the Acquirer.
(e) Procedure of advisory of the Independent Committee
The Independent Committee shall advise the Board of Directors as follows in compliance withthe above procedure.
1) When advising the implementation of the Plan
When the Independent Committee judges that the Acquisition by the Acquirer falls under any of
the causes for implementation (hereinafter collectively the “Cause for Implementation”) set forthin the following (3) “Requirements for the Allotment of the Share Options Without Contribution,”the Independent Committee shall advise the implementation of the allotment of the share options(of which the major content shall be as set forth in the following (4) “Overview of the Allotment of
the Share Options Without Contribution”; hereinafter the “Share Options”) without contribution to
the Board of Directors, except under special circumstances through which the further provision of
information by or consultation and/or negotiation with the Acquirers is necessary. Meanwhile, theIndependent Committee may issue a reservation that the shareholders’ decision should be heardand decided if the applicability of the second cause for implementation (hereinafter the “Second
Cause for Implementation”) of the two causes specified in the following (3) “Requirements for the
Allotment of the Share Options Without Contribution” has come into question with regard to acertain Acquisition.
Regardless of the foregoing paragraph, even after the implementation of the allotment of the
Share Options without contribution has been advised, if the Independent Committee deems thatany of the conditions specified below applies, the Independent Committee may pause theallotment of the Share Options without contribution by two business days before the ex-rights dayof the allotment of the Share Options without contribution, or, may issue a new advisory to acquire
all the Share Options without contribution by one day before the date of commencing the Period of
Exercise after the effective date of the allotment of the Share Options without contribution.
(i)

When the Acquisition is withdrawn by the Acquirer after the advisory or when the
Acquisition is otherwise no longer existent; or(ii) When the Cause for Implementation is no longer existent due to such reason that, forexample, any change has occurred in the facts the decision of the advisory was based on.
2) When advising not to implement the Plan

16

When the Independent Committee determines that the Acquisition does not fall under any
Cause for Implementation, the Independent Committee shall advise not to implement the allotmentof the Share Options without contribution to the Board of Directors, irrespective of whether the
Reviewing Period of the Independent Committee has commenced or has finished.
Regardless of the foregoing paragraph, even after the non-implementation of the allotment of
the Share Options without contribution has been advised, if the Cause for Implementation
becomes existent as a result of any change that occurred in the facts the decision of the advisory
was based on, the Independent Committee may issue a new advisory to implement the allotment of
the Share Options without contribution.
(f) Resolution of Board of Directors
In case an advisory as outlined above has been given by the Independent Committee, the Boardof Directors shall make a resolution as a body under the Companies Act regarding theimplementation or non-implementation of the allotment of the Share Options without contribution,
in utmost deference to the above advisory of the Independent Committee.
However, in the case a general meeting of the shareholders for decision hearing is held
according to the following (g), the Board of Directors shall prepare a resolution based on the
resolution of the general meeting of the shareholders for decision hearing.
(g) Holding of the general meeting of the shareholders for decision hearing
With regard to the implementation of the allotment of the Share Options without contribution
according to the Plan, the Board of Directors may convoke a general meeting of the shareholders(hereinafter the “General Meeting of the Shareholders for Decision Hearing”) to hear theshareholders’ decision regarding the implementation of the allotment of the Share Options without
contribution in the case (i) where the Independent Committee issued a reservation thatshareholders’ decision be heard in advance with regard to the implementation of the allotment of
the Share Options pursuant to the procedure in (e) above, or (ii) where the applicability of theSecond Cause for Implementation has come into question with regard to a certain Acquisition andthe Independent Committee judges it appropriate to hear the shareholders’ decision in light ofvarious factors such as the time required for holding the general meeting of the shareholders andthe duty of care of a good manager.
(h) Information disclosure
In operating the Plan, JAPEX shall timely disclose the appropriate information as enumerated
below in accordance with the governing laws and regulations and/or applicable rules andregulations of the stock exchanges: progress status of the respective procedures set forth in thePlan (including the fact of the Intent Statement and the Acquisition Statement submitted; the factof the revealed existence of an Acquirer who intends to make the Acquisition without submitting
the Intent Statement or the Acquisition Statement; the fact of the commenced Reviewing Period of
the Independent Committee; and the fact of the extended Reviewing Period of the Independent
Committee together with the extended period and the reason therefor), outline of the advisory of
the Independent Committee, outline of the resolution adopted by the Company’s Board of
Directors, outline of the resolution at the General Meeting of the Shareholders for Decision
Hearing, and any other matters deemed appropriate by the Independent Committee or the Board of
Directors.
(3) Requirements for the Allotment of the Share Options Without Contribution
The requirements for the implementation of the allotment of the Share Options without
contribution pursuant to the Plan shall be as follows. As was described in (e) under (2) “Procedure
for the Implementation of the Plan”, whether the Acquisition falls under the following
requirements shall be always be decided with and after the advisory of the Independent
Committee.
First Cause for Implementation
When the Acquisition is not in conformity with the procedures prescribed in the Plan (including
the case where time and/or information reasonably required to make judgments on the content of
the Acquisition have not been provided by the Acquirer) and it is deemed suitable to implement theallotment of the Share Options without contribution;

17

Second Cause for Implementation
When the Acquisition by the Acquirer falls under any of the following and it is deemed suitable
to implement the allotment of the Share Options without contribution;(a) When the Acquisition clearly risks infringing on our corporate value and consequently to thecommon interest of our shareholders, by reason of the acts listed below:
1) Act in which the Acquirer corners the share certificates, etc., and demands that JAPEX or parties
related to JAPEX purchase such share certificates at a high price;2) Act in which the Acquirer temporarily controls the management of JAPEX to perform
management for the benefit of the Acquirer that is based on the sacrifice of JAPEX, such as
acquiring JAPEX’s important assets and other properties at low cost;3) Act in which the Acquirer appropriates the assets of JAPEX Group as collateral for debt and/or
as a resource to perform obligations of the Acquirer or its group companies, etc.; or
4) Act in which the Acquirer temporarily controls the management of JAPEX to dispose of
expensive assets and/or other properties that are not active in the business of JAPEX Group for
the foreseeable future, and with the disposal income, perform temporary high dividend payouts
or sell-out of shares on the occasion of sharp rises in share prices due to such temporary highdividend payouts.
(b) When the Acquisition has a risk of a de facto coercion towards the shareholders to sell their shares,
such as coercive two-tiered tender offers (refers to an act in which shares are purchased in tender
offers and such, without soliciting/offering the purchase of all shares in the initial purchase, but set
the second tier purchase condition disadvantageously or without clarifying the second tierpurchase condition);(c) When the Acquisition is such that the condition of the Acquisition (including value and type inconsideration, time, legality of the method, feasibility, post-acquisition management policy andbusiness plans, post-acquisition shareholders other than JAPEX, and policy regarding theemployees, customers, business partners, and other stakeholders related to JAPEX Group) is
insufficient or inadequate with consideration to JAPEX’s intrinsic value; or(d) When the Acquisition might cause significant damage to our corporate value and consequently tothe common interest of our shareholders, with a risk of causing a serious hindrance in ensuring astable supply of energy or ensuring customer convenience, due to the insufficiency or inadequacyof the content of post-acquisition management policy or business plans.
(4) Overview of the Allotment of the Share Options Without Contribution
The overview of the allotment of the Share Options without contribution planned to be
implemented based on the Plan is as follows:(a) Number of the Share Options
The number of the Share Options shall be equal to the final total number of shares (provided,
however, that the number of JAPEX shares held by JAPEX at point of certain date is deducted)
issued as of a certain date (hereinafter the “Allotment Date”) otherwise decided by resolution of
the Board of Directors or by resolution at a general meeting of the shareholders concerning theallotment of the Share Options without contribution (hereinafter the “Resolution for the Allotmentof Share Options Without Contribution”).
(b) Shareholders eligible for allotment
The Share Options shall be allotted to shareholders other than JAPEX who are registered on the
final shareholder registry (hereinafter the “Shareholders Eligible for Allotment”) as of the
Allotment Date, in proportion of one Share Option per one JAPEX share held by the shareholder.

18

(c) Effective date of allotment of the Share Options without contribution
The effective date shall be otherwise decided by the Resolution for the Allotment of Share
Options Without Contribution.
(d) Number of shares as object of the Share Options
The number of JAPEX shares as object of each Share Option (hereinafter the “Target Share
Number”) is, in principle, one share.
(e) Value of assets contributed upon the exercise of the Share Options
The object of contribution upon the exercise of the Share Options shall be money. The value per
JAPEX share of the property to be contributed upon the exercise of the Share Options shall beotherwise decided in the Resolution for the Allotment of Share Options Without Contribution,
within the value range of one yen as lower limit and one half of the market value of one JAPEX
share as higher limit. Furthermore, “market value” is equivalent to the value corresponding to theaverage closing price (includes quotations) for 90 days (excludes dates without contracted trade)of ordinary exchange dates for ordinary JAPEX shares at the Tokyo Stock Exchange, prior to the
Resolution for the Allotment of Share Options Without Contribution, and fractions shall be
rounded up.
(f) Period of exercise of the Share Options
The date otherwise prescribed in the Resolution for the Allotment of Share Options without
Contribution shall be the initial date (hereinafter the initial date of such period of exercise shall be
the “Commencing Date of the Period of Exercise”) of the Period of Exercise, and in principle theperiod otherwise prescribed in the Resolution for the Allotment of Share Options Without
Contribution within the range of one to six months shall be the Period of Exercise. However, incase JAPEX acquires the Share Options based on the provision of the following clause (i), thePeriod of Exercise of the Share Options for such acquisition shall be until the business day before
such acquisition date. Furthermore, if the final date of the Period of Exercise falls on a
non-business day of the payment handling institution where the money shall be paid upon theexercise, the last business day before such date shall be the final date of the Period of Exercise.
(g) Conditions of exercise of the Share Options( I ) Specific large-scale holders11, ( II ) joint holders of specific large-scale holders, ( III )specific large-scale acquirers12, (IV) special associated persons of specific large-scale acquirers, or( V ) persons who was assigned or succeeded the Share Options from persons that fall under ( I ) or
( IV ) without the approval of the Board of Directors, or ( VI ) persons who are in relation13 topersons that fall under ( I ) or ( V ) (hereinafter persons that fall under ( I ) or ( VI ) collectively
shall be the “Unqualified Persons”) may not, excluding cases where certain exceptional causes14
exist, exercise the Share Options. Furthermore, under the applicable foreign law, non-residents, as
they require prescribed procedures for the exercise of the Share Options, may not, in principle,
exercise the Share Options. (However, on the condition that it is confirmed that the Share Options
held by the non-resident does not infringe on the applicable law, they may become the object ofacquisition by JAPEX in consideration of JAPEX shares as described in the following (i) 2)). In
addition, persons who do not submit a covenant in a form prescribed by JAPEX containing a
representation warrant clause with regard to that the person satisfies the requirements for exerciseof the Share Options, compensation clause and other covenant wordings, cannot exercise the Share
Options.
(h) Restriction on assignment of the Share Options
The acquisition of the Share Options through assignment requires the approval of our Board of
Directors.
(i) Acquisition of the Share Options by JAPEX
1) In case the Board of Directors deem it appropriate for JAPEX to acquire the Share Options,
JAPEX may any time acquire all the Share Options without contribution upon the coming of thedate otherwise prescribed by the Board of Directors, until the day before the Commencing Dateof the Period of Exercise.

192) JAPEX may, upon the coming of the date otherwise prescribed by the Board of Directors,
acquire all the Share Options held by persons other than the Unqualified Persons, which are notexercised by the day before the date prescribed by the Board of Directors, and in exchange ofsuch unexercised Share Options, may delivery the number of JAPEX shares equivalent to theTarget Share Number per one Share Option.
Furthermore, in the event15 that the Board of Directors acknowledges the presence of persons
other than the Unqualified Persons among the holders of the Share Options after the date of suchan acquisition, upon the coming of the date prescribed by the Board of Directors that is after thedate of the above acquisition, all the Share Options held by such persons that remained
unexercised as of one business day before the date assigned by the Board of Directors shall beacquired by JAPEX and in exchange for this, JAPEX may deliver shares equivalent to the Target
Share Number per one Share Option, and the same principle shall apply hereafter.
(j) Delivery of share options in case of merger, demerger, incorporation-type company split, shareexchange, and stock transfer
They shall be otherwise prescribed in the Resolution for the Allotment of Share Options
Without Contribution.
(k) Issuance of share option certificates
Share option certificates will not be issued for the Share Options.
(l) Other
Details on the content of the Share Options (includes matters concerning the handling of the
Share Options held by the Unqualified Persons) other than prescribed above shall be otherwise
stipulated in the Resolution for the Allotment of Share Options Without Contribution.
(5) Effective Period, Abolition, and Modification of the Plan
The effective period of the Plan shall be until the close of the Ordinary General Meeting of the
Shareholders regarding the latest fiscal year ending within three years after the close of the Annual
Shareholders’ Meeting, which is the same as the delegation period of the authority to decide thematters concerning the allotment of the Share Options without contribution in the Plan to be inaccordance with the resolution of the Annual Shareholders’ Meeting.
However, even before the expiration of the effective period, 1) if a resolution for withdrawing theabove delegation to the Board of Directors with regard to the decision on matters concerning theallotment of the Share Options without contribution in the Plan is made at a general meeting of theshareholders, or 2) if a resolution to abolish the Plan is made by the Board of Directors, the Plan shallbe abolished at that point in time.
Furthermore, even during the effective period of the Plan, when an addition, revision, and/or
abolishment of laws, financial instruments, or stock exchange rules concerning the Plan areappropriate to reflect on the Plan, when appropriate to correct the wordings by reason of typographicalerrors, or when the change of the Plan does not act against the intention to delegate based on the
resolution of the Annual Shareholders’ Meeting, such as when such changes are not detrimental to ourshareholders, the Board of Directors may revise or modify the Plan upon the approval of the
Independent Committee.
JAPEX shall promptly disclose information regarding the fact of the abolition, revision or
modification of the Plan, (in case of a revision and/or a modification) the content of such revision
and/or modification, and other matters.
(6) Revision due to Amendments in Law
The provision of law referenced in the Plan is assumed as the provision in effect as of May 12, 2017,
and should any addition, revision, or abolition of the law occur after the date and thus necessitates arevision to the clauses prescribed above or meaning of terms, such clauses or meaning of terms shallbe appropriately interpreted within a reasonable range, upon consideration of the intention of theaddition, revision, or abolition.

20

1. Defined in Article 27-23-4 of the Financial Instruments and Exchange Act. The term herein is subject to its
definition.
2. Includes persons included in holders, based on Article 27-23-3 of the Financial Instruments and Exchange Act(includes persons the Board of Directors deemed that they will fall under the definition). The term herein is subject
to its definition.
3. Defined in Article 27-23-1 of the Financial Instruments and Exchange Act. The term herein is subject to its
definition, unless otherwise specified.
4. Defined in Article 27-2-6 of the Financial Instruments and Exchange Act. The term herein is subject to its
definition.
5. Defined in Article 27-2-8 of the Financial Instruments and Exchange Act. The term herein is subject to its
definition.
6. Defined in Article 27-2-7 of the Financial Instruments and Exchange Act (includes persons the Board of Directors
deemed that they will fall under the definition). However, with regard to the persons stipulated in Article 27-2-7 (1),those who fall under Article 3-2 of the Cabinet Office order concerning the disclosure of tender offers of sharecertificates, etc. by persons other than the issuer, shall be excluded. The term herein is subject to its definition.
7. Defined in Article 27-2-1 of the Financial Instruments and Exchange Act.
8. Refers to the joint holders stipulated in Article 27-23-5 of the Financial Instruments and Exchange Act, andincludes persons deemed joint holder based on Article 27-23-6 (includes persons the Board of Directors deemedthat they will fall under the definition). The term herein is subject to its definition.
9. Defined in Article 9-5 of the Enforcement Order of the Financial Instruments and Exchange Act.
10. In case of funds, includes the information equivalent to that in 1) above for each union member or other members.
11. In principle, refers to holders of share certificates, etc. issued by JAPEX and the ratio of whose ownership of suchshares is 20% or more (includes persons the Board of Directors deemed that they will fall under the definition).
However, persons whose acquisition or holding of the shares are deemed harmless to our corporate value or thecommon interest of our shareholders by the Board of Directors, and other persons who are otherwise designated by
the Board of Directors in the Resolution for the Allotment of Share Options without Contribution, shall not fallunder specific large-scale holders. The term herein is subject to its definition.
12. In principle, refers to persons who made a public notice to purchase (defined in Article 27-2-1 of the Financial
Instruments and Exchange Act. The term herein is subject to its definition.) shares issued by JAPEX (defined in
Article 27-2-1 of the Financial Instruments and Exchange Act. The term herein is subject to its definition.) bytender offer and whose ratio of share ownership (as pursuant to this, shall include cases stipulated in Article 7-1 of
the Enforcement Order of the Financial Instruments and Exchange Act) combined that of the person’s special
associated person become 20% or more after such purchase (includes persons the Board of Directors deemed thatthey will fall under the definition). However, persons whose acquisition or holding of the shares are deemedharmless to our corporate value or the common interest of our shareholders by the Board of Directors, and otherpersons who are otherwise designated by the Board of Directors in the Resolution for the Allotment of Share
Options without Contribution, shall not fall under specific large-scale acquirers. The term herein is subject to its
definition.
13. “Those who are in relation” to refers to a person who substantially control the other person, or is controlled by theother person, or under the same control as the other person (includes persons the Board of Directors deemed thatthey will fall under the definition), or a person approved by the Board of Directors as acting substantially incooperation with the other person. Furthermore, “control” refers to “the case where controlling the determination offinancial and business policies” of another organization (defined in Article 3-3 of the Ordinance for Enforcement of
the Companies Act).
14. Specifically, the following case is deemed to fall under such exceptional causes: (x) In case the Acquirer pauses orwithdraws the Acquisition after the Resolution for the Allotment of Share Options without Contribution is adopted
or if the Acquirer and other Unqualified Persons have pledged that they do not intend to make the Acquisitions
subsequently and have delegated a disposition of JAPEX shares to a securities company that JAPEX admits, andadditionally (y) in case a ratio authorized by JAPEX (hereinafter the “Unqualified Persons’ Ownership Ratio of
JAPEX Share Certificates, etc.”) as the Acquirer’s ownership ratio of JAPEX share certificates, etc. (provided,
however, that in calculating the ownership ratio of the JAPEX share certificates, etc., the Unqualified Persons otherthan the Acquirers and Joint Holders thereof shall be deemed to be the joint holders of the Acquirers, and the Share
Options that do not satisfy the exercise conditions shall be excluded), is less than either (i) the Unqualified Persons’
Ownership Ratio of JAPEX Share Certificates, etc., prior to the Acquisition or (ii) 20%, whichever is lower, theAcquirer of the Acquisition and other Unqualified Persons who have made the disposition may exercise the Share
Options targeting the number of shares that correspond to the disposed shares within the range below said lowering
ratio. The exercise conditions for the Share Options to be exercised by the Unqualified Persons and the details of
relevant procedures shall be otherwise prescribed by the Company’s Board of Directors.
15. Examples include cases where persons who were initially special associated persons of specific large-scaleacquirers resolve their relationship with the relevant specific large-scale acquirer after the implementation of thePlan and cease to be Unqualified Persons.

END

21

Separate Document 1
Overview of the Independent Committee Provision• The Independent Committee shall be established by the resolution of the Board of Directors.
• The members of the Independent Committee shall be three or more, who are appointed by the Board of Directors
from persons who are independent of management involved in business operations of JAPEX and are any of thefollowing: (i) Outside Director (includes persons planned to be elected), (ii) Outside Corporate Auditor (includes
persons planned to be elected), or (iii) outside expert. However, an expert must be a proven businessadministrator, post-bureaucrat, expert in investment banking, lawyer, certified public accountant, certified tax
accountants, or a researcher with his or her main field of research as corporate law or such, or must be pursuant tothe aforementioned. Furthermore, the members of the Independent Committee must enter into an agreement withJAPEX that includes provisions for the duty of care of a good manager, otherwise designated by the Board of
Director.
• The term of office for Independent Committee members shall be until the close of the ordinary general meeting of
the shareholders for the last fiscal year which ends within three years after the close of the Annual Shareholders’Meeting, provided that there is no resolution by the Board of Directors otherwise determining the term.
Furthermore, in case an Independent Committee member who was an Outsider Director or Outside Corporate
Auditor is no longer an Outsider Director or Outside Corporate Auditor (excludes cases where he or she isre-elected as one), the term of office as an Independent Committee member shall terminate at the same time.
• The Independent Committee shall decide on the matters with implementation or non-implementation of theallotment of the Share Options without contribution, pause of allotment of the Share Options without
contribution or Acquisition of the Share Options without contribution, matters to be decided by the Board of
Directors, on which the Board of Directors seeks the advice of the Independent Committee and other matters that
may be executed by the Independent Committee as defined under the Plan.
• The resolution of the Independent Committee shall, in principle, be made upon the full attendance (includes
attendance by TV conferences and telephone conferences; hereinafter the same applies.) of the members of the
Independent Committee and with a majority vote. However, under unavoidable circumstances, a majority of thevoting rights of a majority attendance shall produce a resolution.
END

22

Separate Document 2
Brief History of Independent Committee Members
The members of the Independent Committee as of the Renewal of the Plan are planned to be the following three
persons:
Keiichiro Tsuchiya(Date of Birth: December 23, 1946)

April 1980
April 1986
April 1992
April 2004
April 2008
April 2016

CAREER
Lecturer of the School of Law, Meiji University
Assistant Professor of the School of Law, Meiji University
Professor of the School of Law, Meiji University (up to the present date)
Dean of the School of Law, Meiji University
Executive Trustee, Meiji University
President, Meiji University (up to the present date)*No particular relationship is existent between Mr. Tsuchiya and JAPEX

Akira Kojima(Date of Birth: July 18, 1942)

April 1965
May 1997
May 2000
May 2003
May 2004
July 2009
April 2011
June 2015

CAREER
Joined Nikkei Inc.
Director and Chief Editor, Nikkei Inc.
Managing Director and Chief Editor, Nikkei Inc.
Senior Managing Director, Nikkei Inc.
Chairman, Japan Center for Economic Research
Adjunct Professor, National Graduate Institute for Policy Studies
Member, Board of Trustees and Adjunct Professor, National Graduate Institute for Policy
Studies (up to the present date)Director, JAPEX (up to the present date)*Mr. Akira Kojima is JAPEX’s Outside Director as stipulated in Article 2, Clause 15 of the Companies Act.
*No particular relationship is existent between Mr. Kojima and JAPEX

Hiroyasu Watanabe(Date of Birth: April 11, 1945)

July 1969
July 2002
April 2004
June 2015
December 2016

CAREER
Joined The Ministry of FinanceDirector-General, National Tax Agency
Professor, Graduate School of Finance, Accounting and Law, Waseda University
Corporate Auditor, JAPEX (up to the present date)
Advisor, Hibiya Park Law Offices (up to the present date)*Mr. Hiroyasu Watanabe is JAPEX’s Outside Corporate Auditor as stipulated in Article 2, Clause 16 of theCompanies Act.
*No particular relationship is existent between Mr. Watanabe and JAPEX.
END

23

(Reference)‘Qs and As’ about Allotment of Share Options without Contribution as Takeover Defense Measures
These ‘Qs and As’ are attached hereto not as reference documents for the ordinary general meeting of shareholders
but as guide to plainly explain the Plan. For more accurate and detailed information, please refer to the
explanations made in and after page 11 and the press release dated May 12, 2017 “Renewal of the Measures toPrevent Large-scale Acquisition of Our Company Shares (Takeover Defense Measures).”
Q1. What is the purpose of renewing the Takeover Defense Measures?
A. The Plan, for which we kindly ask your approval in Item5, describes procedures to be taken by JAPEX whena large-scale acquisition of JAPEX shares occurs. It ensures the information and time necessary for ourshareholders to decide whether to accept the acquisition or not and for the Board of Directors to propose analternative plan, as well as to secure the opportunities for consultation, negotiation, or any othercommunication with the Acquirer. As mentioned above, we believe the Plan will contribute to ensuring andimproving of our corporate value and the common interests of our shareholders. Therefore, we decided torenew the current Takeover Defense Measures, which will expire on the designated date.
Q2 What are the differences between the Former Plan and the renewed Plan?
A. There is no difference between the Former Plan and the renewed Plan.
Q3. Please explain the outline of the Plan.
A. The Plan is a Prior Warning-type Rights Plan under which Share Options are allotted without contribution in
the case of threat of acquisition. In particular, the Plan includes the following.
(1) Acquirers who intend to acquire 20% or more of the shares issued by JAPEX, are required to submit, in
advance, the Intent Statement containing covenant wordings, etc., that express the intention to comply
with the procedure set forth in the Plan and provide such information on the Acquisition Statement, etc.,that is needed for examining the content of the acquisition.
(2) The Board of Directors will immediately send the Acquisition Statement to the Independent Committee.
The Independent Committee may request the Board of Directors to present its opinion on the content of
the acquisition, the supporting materials and, (if available) alternative plans.
(3) After receipt of the information from an Acquirer and Board of Directors, Independent Committee will
review the content of the acquisition and the alternative plan provided by the Board of Directors andconsult and/or negotiate with the Acquirer, while seeking advice from experts, etc.
(4) JAPEX will reach a resolution concerning the implementation of the allotment of Share Options without
contribution, only after obtaining a judgment from the Independent Committee, under the situation where
Acquirers fail to comply with the procedures set forth in the Plan, or the Acquisition clearly infringes on
our corporate value and the common interests of our shareholders, and where resist to such Acquisition isdeemed appropriate. JAPEX may confirm the intention of our shareholders concerning theimplementation of the allotment of Share Options without contribution.
(5) The Share Options allotted in relation to the exercise of the Plan includes an exercising condition which
restricts the exercise of share option rights to Acquirers and an acquisition condition that JAPEX canacquire share options in exchange for JAPEX shares from holders other than the Acquirer. If JAPEX
shares are issued to our shareholders other than the Acquirer according to this, the ratio of the voting
rights of JAPEX held by the Acquirer may be diluted to a maximum of 50%.

24

Q4. The company’s Takeover Defense Measures are deemed highly reasonable. In what specific ways is the
JAPEX’s Takeover Defense Measure highly reasonable?
A. The characteristics representing the Plan’s reasonableness are listed below:
Item
Shareholders’ intention

Independent Committee

Condition for initiating theprocedure
Conditions for
implementation
Validity (sunset clause)
Members of the Board of
Directors
Abolition

Disclosure of purpose,conditions for
implementation, andprocedures
Delivery of notification of the
convocation

The company’s Takeover Defense Measures
・The intention of our shareholders will be reflected by obtaining theapproval of the Plan at this shareholders meeting.
・Even before the expiration of its term, the Plan will be instantly
abolished, if the general meeting of shareholders or the Board of
Directors resolves to abolish the plan. Therefore, the continuity or
discontinuity of the Plan can depend on the shareholders.
・An Independent Committee comprised of independent Outside
Directors, etc., is established.
・The members of the Company’s Independent Committee are one(1) Outside Director, one (1) Outside Auditor and one (1) outside
expert, each with high independency.
・The implementation of the Plan must be made on the advice of the
Independent Committee, which is given after consideration of thespecific designated requirement.
・The Independent Committee may receive advice from experts at
the Company’s cost.
Holding 20% or more of the voting rights, or a tender offer that
intends the acquisition of 20% or more of the voting rights.
Reasonable and objective conditions are established.
Three (3) years
Fourteen (14) Directors (if the candidates of Directors mentioned inpage 3 to page 10 of this notice are elected at this shareholders
meeting), including three (3) independent Outside Directors.
The Plan may be abolished at any time by resolution of the general
meeting of shareholders or the Board of Directors (the Plan isneither a dead-hand type takeover defense measure [whereby the
implementation of a takeover defense measure cannot be deterred
even with the replacement of over half of the constituting membersof the Board of Directors] nor a slow-hand type takeover defense
measure [where the implementation of a takeover defense measuretakes time]).
Information is fully disclosed through press releases, resolution
items and reference documents for the general meeting ofshareholders, and at the general meeting of shareholders.
The notification of convocation will be delivered on June 6, 2017
(Tuesday), three (3) weeks before the day of the ordinary general
meeting of shareholders.

Q5. How will shareholders be impacted, if the Plan is renewed?
A. At the point of renewal of the Plan, the allotment of Share Options without contribution will not be made.
Therefore, there will be no direct and specific impact on shareholders.
Meanwhile, in the case where Acquirers appear and the Plan is implemented, Share Options will be allocatedfree of charge to shareholders excluding the Company. The shareholders to whom Share Options without
contribution are allotted are entitled to receive, on and after the commencing date of the period of exercise, in
principle, one share per one share option, by paying the money value equivalent to the exercising value
decided in the Resolution for the Allotment of Share Options without Contribution within the range of one
yen per one share for the purpose of the Share Options as the lower limit and one half of the market value of
one JAPEX share as the upper limit. If certain shareholders do not exercise their Share Options, the shares
held by those shareholders will be diluted as a result of the exercise of the Share Options by othershareholders.
If JAPEX delivers JAPEX shares in exchange of acquiring the Share Options from shareholders,shareholders other than Acquirers will receive the corresponding JAPEX shares without following the25exercising procedure on the part of the shareholders. If JAPEX follows such an acquisition procedure, theshareholders other than Acquirers will receive JAPEX shares without exercising their Share Options andpaying a monetary amount equivalent to the exercise price, and therefore the dilution of owned JAPEX
shares held will not, in principle, occur.
Q6. If an allotment of Share Options without contribution is implemented, what procedures should be followedby the shareholders?
A. (1) Exercise of Share Options
When exercising Share Options allotted through the allotment of share options without contribution, in
principle, the shareholders will be required to submit, during the period of the exercise of the Share
Options, the documents necessary for the exercise of Share Options (in the form prescribed by JAPEX
which contains the clauses of representation, warrant, etc., that the shareholders meet the exercise
conditions) and other documents necessary for the exercise of Share Options, and pay, in principle
during the period of exercise of the Share Options, a monetary amount equivalent to the exercise price.
(2) Procedure for the Acquisition of the Share Options by JAPEX
If the Board of Directors makes the decision to deliver JAPEX shares to shareholders in exchange forthe acquisition of Share Options, JAPEX will, according to statutory procedures, acquire the Share
Options on the date determined by the Board of Directors, and deliver JAPEX shares in exchange for the
Share Options. In this case, the shareholders may be required to submit a document in the form
prescribed by JAPEX.
Q7. Among the conditions relating to the exercise of the Share Options allocated by the allotment of Share
Options without contribution, it is mentioned that non-residents (foreign residents), who are required under
the applicable foreign laws and regulations to follow the prescribed procedures for the exercise of Share
Options, may not, in principle, exercise their Share Options. Will non-residents be adversely affected by the
Plan?
A. First of all, if non-resident shareholders are not required under the applicable foreign laws and regulations tofollow the prescribed procedures for the exercise of the Share Options, such as obligations to register
securities, such non-residents may exercise their Share Options.
Secondly, even if non-resident shareholders are required under the applicable foreign laws and regulations tofollow the prescribed procedures for the exercise of Share Options, such as obligation to register securities,
but if an exemption clause applies, the non-residents may, in principle, exercise their Share Options on
condition that they meet the conditions of the said exemption clause.
Furthermore, if it was confirmed that the acquisition by JAPEX of the Share Options held by the relevant
non-resident by means of the implementation of the terms and conditions for acquisition does not conflictwith applicable laws and regulations, JAPEX’s shares will also be delivered to these non-residents uponacquisition by JAPEX of the Share Options.
END

26

Consolidated Balance Sheet(As of March 31, 2017)(Unit: millions of yen)Accounting titles(Assets)
Current assets
Cash and deposits
Notes and accounts receivable-trade
Securities
Merchandise and finished goods
Work in process
Raw materials and supplies
Deferred tax assets

Amount161,359
109,48828,283
1,302
4,282
84
5,414
143

Short-term loans receivable
Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings and structures
Wells
Machinery, equipment and vehicles
Mineral resources
Land
Construction in progress
Other
Intangible assets
Other
Investments and other assets
Investment securities
Long-term loans receivable
Deferred tax assets
Net defined benefit asset
Other
Allowance for doubtful accounts
Allowance for overseas investment loss

4,348
8,042
(31)
585,380
383,790
39,43335,765
17,79050,81016,736217,984
5,268
8,487
8,487
193,102148,237
11,672
4,668
954
30,171(51)(2,549)Total assets

746,739(Amounts truncated to millions of yen)

27

Accounting titles(Liabilities)
Current liabilities
Notes and accounts payable-trade
Provision for directors’ bonuses
Other
Non-current liabilities
Long-term loans payable
Deferred tax liabilities
Provision for directors’ retirement
benefits
Net defined benefit liability
Asset retirement obligations
Other
Total liabilities(Net assets)
Shareholders’ equity
Capital stock
Capital surplus
Retained earnings
Treasury shares
Accumulated other comprehensive
incomeValuation difference on
available-for-sale securities
Deferred gains or losses on hedges
Foreign currency translation
adjustment
Remeasurements of defined
benefit plans
Non-controlling interests
Total net assets
Total liabilities and net assets

Amount37,911
13,63424
24,252
198,218
141,903
29,497
69
3,572
18,292
4,882
236,129

360,155
14,288183345,693(10)
77,363
69,832
(226)
7,301
455
73,091
510,609746,739

Consolidated Statement of Income
From April 1, 2016
To March 31, 2017
(Unit: millions of yen)Accounting titles
Net sales
Cost of sales
Gross profit
Exploration expenses
Selling, general and administrative expenses
Operating income
Non-operating income
Interest income
Dividend income
Gain on sales of securities
Foreign exchange gains
Other
Non-operating expenses
Interest expenses
Loss on sales of securities
Share of loss of entities accounted for using equity
methodOther
Ordinary income
Extraordinary income
Gain on sales of non-current assets
Gain on transfer of mining rights
Other
Extraordinary losses
Loss on retirement of non-current assets
Impairment loss
Loss on business liquidation
Other
Profit before income taxes
Income taxes-current
Income taxes-deferred
ProfitLoss attributable to non-controlling interests
Profit attributable to owners of parent(Amount truncated to millions of yen)

28

Amount207,130
174,957
32,172
1,512
29,975
685
1,243
2,301
104
3,444
920

8,014

1,245
15
4,255
961

892
403
5
90
62
177
0
2,619
(977)

6,477
2,222

1,301

331
3,192
1,642
1,550
1,892
3,443

Consolidated Statement of Changes in Equity
From April 1, 2016
To March 31, 2017
(Unit: millions of yen)
Shareholders’ equity

Balance at beginningof current period

Accumulated other comprehensive income

Capitalstock

CapitalsurplusRetainedearnings

Treasuryshares

14,288

157

345,674(10)Valuationdifference
Totalonshareholdavailableers’ equity
for-salesecurities
360,10950,554

Deferred
gains orlosses onhedgesForeigncurrencytranslation
adjustment

3

10,087

RemeasureTotal
ments of accumulate- Non-controlldefineded other ing interests
benefit comprehenplans
sive income
253

60,89974,308Total
net
assets495,317

Changes of items
during period
Dividends of surplus(1,714)(1,714)(1,714)

Profit attributable toowners of parent

3,443

3,443

3,443

26

26

Changes in treasury
shares of parent
arising fromtransactions with
non-controllingshareholders

26

Change of scope ofequity method

393

393

393

Difference on change
in equity(2,103)(2,103)(2,103)

Net changes of items
other thanshareholders’ equity
Total changes of items
during period
Balance at end ofcurrent period

19,277(229)(2,786)201

16,463(1,216)

15,247

－

26

19

－

45

19,277(229)(2,786)201

16,463(1,216)

15,292

14,288183345,693(10)

360,155

69,832

(226)

7,301

455

77,36373,091

510,609(Amount truncated to millions of yen)

29

Balance Sheet(As of March 31, 2017)(Unit: millions of yen)Accounting titles(Assets)
Current assets
Cash and deposits
Accounts receivable-trade

Amount
76,61542,577
16,948Merchandise and finished goods
Raw materials and supplies
Advance payments-trade
Prepaid expenses
Accrued income
Short-term loans receivable
Short-term loans receivable fromsubsidiaries and associates

4,181
4,416
16
582
43
0
4,687

Accounts receivable-other
Advances paid
Other
Non-current assets
Property, plant and equipment
Buildings
Structures
Wells

1,095
861
1,203
416,403
85,395
8,241
12,9591,686

Machinery and equipment
Vessels
VehiclesTools, furniture and fixtures
Land
Leased assets
Construction in progress
Wells in progress
Intangible assets
Leasehold right
Software
Other
Investments and other assets
Investment securities

12,2510
5
1,039
14,1992,654
32,357
0
1,306
174
899
232
329,700
123,175

Shares of subsidiaries and associates
Long-term loans receivable
Long-term loans receivable fromsubsidiaries and associates
Long-term prepaid expenses
Prepaid pension cost

195,938514
13,047
2,356
834

Other
Allowance for doubtful accounts

2,192
(16)

Allowance for overseas investment loss

(8,341)

Total assets

493,018(Amount truncated to millions of yen)
30

Accounting titles(Liabilities)
Current liabilities
Accounts payable-trade
Current portion of long-term loans
payableLease obligations
Accounts payable-otherAccrued expenses
Income taxes payable
Deferred tax liabilities
Deposits received
Deposits received from subsidiaries
and associates
Provision for directors’ bonuses
Asset retirement obligations
Other
Non-current liabilities
Long-term loans payable
Lease obligations
Deferred tax liabilities
Provision for retirement benefits
Provision for loss on business of
subsidiaries and associates
Asset retirement obligations
Other
Total liabilities(Net assets)
Shareholders’ equity
Capital stock
Retained earnings
Legal retained earnings
Other retained earnings
Reserve for overseas investment
loss
Reserve for mine prospecting
Reserve for special depreciation
Reserve for advanced
depreciation of non-current assets
Reserve for exploration

Amount42,055
9,247
4,487
422
916
5,078
96
1,356
126
19,4484868
153,022
10,9752,376
24,7003,194
319
10,956499
95,077

328,072
14,288313,794
3,572
310,222
4,787
19,379360
713
47,246

General reserve
Retained earnings brought
forwardTreasury shares
Valuation and translation
adjustments
Valuation difference on
available-for-sale securities

171,600
66,135

Total net assets
Total liabilities and net assets

397,941
493,018(10)
69,86969,869

Statement of Income
From April 1, 2016
To March 31, 2017
(Unit: millions of yen)Accounting titles
Net sales
Cost of sales
Gross profit
Exploration expenses
Selling, general and administrative expenses
Operating income
Non-operating income
Interest income
Interest on securities
Dividend income
Other
Non-operating expenses
Interest expenses
Loss on valuation of shares of subsidiaries andassociates
Inactive facility related expenses
Inactive mine administrative expenses
Foreign exchange losses
Other
Ordinary income
Extraordinary income
Gain on sales of non-current assets
Extraordinary losses
Loss on retirement of non-current assets
Profit before income taxes
Income taxes-current
Income taxes-deferred
ProfitAmount150,137
119,929
30,2081,414
20,855
7,938
929
0
6,793
1,952

9,675

196
2
244
157
245
293

891

891

73

73
17,291

1,109
1,118

(Amount truncated to millions of yen)

31

1,140
16,473

2,227
15,063

Statement of Changes in Equity
From April 1, 2016
To March 31, 2017
(Unit: millions of yen)

437

－

－

2,900

(2,900)－－(6,215)

6,215

－

－

71

－

－

(511)

－

－

22,694432

211

47,246 171,600

(437)

(71)
511
(9)

－
3,572

Total shareholders’equityTotal retained
earnings(10) 314,723

5,225(437) (3,315)
4,787 19,379

(71)
360

502
713

－
－
47,246 171,600

Treasury shares

Retainedearnings
brought forward

300,445

3,572

General reserve

49,463

Reserve foroverseas
investment loss
Reserve formine
prospecting
Reserve for
specialdepreciation
Reserve foradvanceddepreciation of
non-current
assetsReserve for
exploration

Balance at beginning of current period 14,288
Changes of items during period
Reversal of reserve for overseas
investment loss
Provision of reserve formine prospecting
Reversal of reserve formine prospecting
Reversal of reserve for special
depreciation
Provision of reserve for advanced
depreciation of non-current assets
Reversal of reserve for advanced
depreciation of non-current assets
Dividends of surplus
ProfitNet changes of items other thanshareholders’ equity
Total changes of items during period－
14,288
Balance at end of current period

Legal retained
earnings

Capital Stock

Shareholders’ equity
Retained earnings
Other retained earnings

9

－

－

(1,714)
15,063(1,714)
15,063(1,714)
15,063

16,672
66,135

13,349313,794－ 13,349(10) 328,072

Valuation and translation adjustments
Balance at beginning of current period
Changes of items during period
Reversal of reserve for overseas
investment loss
Provision of reserve formine prospecting
Reversal of reserve formine prospecting
Reversal of reserve for special
depreciation
Provision of reserve for advanced
depreciation of non-current assets
Reversal of reserve for advanced
depreciation of non-current assets
Dividends of surplus
ProfitNet changes of items other thanshareholders’ equity
Total changes of items during period
Balance at end of current period

Valuation difference on
available-for-sale securities
50,567

Deferred gains or
Total valuation andlosses on hedges
translation adjustments(1)
50,565

Total net assets
365,288－－－－－－(1,714)
15,063

19,302

1

19,303

19,303

19,302
69,8691―

19,30369,86932,653397,941(Amounts truncated to millions of yen)32

Guidance on the Exercise of Voting Rights via the Internet
1. Matters to be acknowledged when exercising voting rights via the Internet
When exercising voting rights via the Internet, please acknowledge the following matters before exercising
the rights.
(1) Exercise of voting rights via the Internet is only possible by accessing the website (see URL shown below)
designated by the Company for the purpose of exercising voting rights. Please note that a code for the
exercise of voting rights and a password provided on your Voting Rights Exercise Form enclosed with theconvocation notice are necessary for exercising voting rights via the Internet.
(2) The code for the exercise of voting rights and password provided this time are effective only for this General
Meeting of Shareholders. For the next General Meeting, a new code and a password will be issued.
(3) If you exercise your voting rights both in writing and via the Internet, we will only accept the exercise ofyour voting rights via the Internet as valid.
(4) If you exercise your voting rights more than once via the Internet, we will only accept the last exercise ofyour voting rights as valid.
(5) Any access charge to be paid to a service provider, communication charge to telecommunications carriers, orother costs relating to the Internet shall be borne by shareholders.
2. Instructions for exercising voting rights via the Internet(1) Access http://www.it-soukai.com/.
(2) Enter your code for the exercise of voting rights and password, and click the “Login” button.
The code for the exercise of voting rights and password are provided on your Voting Rights Exercise Form
enclosed with the convocation notice.
(3) Exercise your voting rights by following the guidance on the screen and registering your approval ordisapproval of each proposition prior to 5:35 p.m., Tuesday, June 27, 2017.
3. Security
You may exercise your voting rights safely due to the encryption technology (SHA-2) used to prevent yourvoting information from being tampered with or spoofing.
The code for the exercise of voting rights and password provided on your Voting Rights Exercise Form areimportant to verify that the person voting is a genuine shareholder. Please maintain them as strictly confidential.
In no event will the Company ask you your password.
4. Inquiries
If you have any questions about the exercise of voting rights via the Internet, please contact the transfer agent,
Stock Transfer Agency Department of Mizuho Trust & Banking Co., Ltd. (see below)(1) For exclusive inquiries about how to exercise your voting rights via the Internet, etc.
Phone: 0120-768-524 (toll free)
Hours: 9:00 a.m. to 9:00 p.m., excluding Saturdays, Sundays and national holidays(2) For inquiries other than those above (1).
Phone: 0120-288-324 (toll free)
Hours: 9:00 a.m. to 5:00 p.m., excluding Saturdays, Sundays and national holidays[To Institutional Investors]
Institutional investors may use the electronic platform for the exercise of voting rights operated by ICJ Inc. if you
apply in advance.
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